This agreement sets out the terms and conditions for participation in the Low Limits Casino Partner Program. By linking to Low Limits Casino, the Partner is deemed to have agreed to be bound by all the terms and conditions set out in this Agreement. " Low Limits Casino " means Mearlands International, S.A., a company registered in the Republic of Panama; and "Partner" means the company or person who is the other party to this Agreement.

1. Rights and Obligations of Low Limits Casino
1. Low Limits Casino will register players referred by the Partner and track their play. Low Limits Casino reserves the right to refuse players and to close their accounts in order to comply with any requirements Low Limits Casino may establish from time to time. All Low Limits Casino rules, policies, and operating procedures will apply to players referred by the Partner.
2. Low Limits Casino will provide the Partner with online access to reports of player activity and the commissions earned.
3. Low Limits Casino will pay the Partner commissions (according to the schedule below) based upon the number of Qualified Players (defined below) directed from the Partner's website after they open an account with Low Limits Casino.
4. Low Limits Casino may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our website. Modifications may include changes in the commission schedule and Partner Program rules.
5. Low Limits Casino shall not in any circumstances be held responsible or liable for any loss of income, or loss of the ability to produce income, incurred by the Partner; even if such losses should arise from the inability of Low Limits Casino to deliver casino service for any reason whatsoever, whether or not Low Limits Casino or a third party is at fault.
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2. Rights and Obligations of the Partner
1. By agreeing to participate in this Partner Program, the Partner is agreeing to create a unique link from their website to our website. The Partner may use creative units supplied by Low Limits Casino or text copy approved by Low Limits Casino. This is the only method by which the Partner may advertise on the behalf of Low Limits Casino. Low Limits Casino will terminate this agreement immediately if there is any form of spamming or if the Partner advertises in any other way. The Partner shall not make any claims, representations, or warranties in connection with Low Limits Casino and the Partner shall have no authority to, and shall not, bind Low Limits Casino to any obligations.
2. By this Agreement, Low Limits Casino grants the Partner the non-exclusive right to direct players to Low Limits Casino 's website and casino services, in accordance with the terms and conditions of this Agreement. This Agreement does not grant the Partner an exclusive right or privilege to assist Low Limits Casino in the provision of services arising from the Partner's referrals, and Low Limits Casino obviously intends to contract with and obtain the assistance from others at any time to perform services of the same or similar nature as the Partner's. The Partner shall have no claims to commissions or any compensation on business secured by or through persons or entities other than themselves.
3. Without the prior written approval of Low Limits Casino, the Partner will only use approved creative units and will not alter their appearance. The appearance and syntax of the hypertext transfer links are designed and designated by Low Limits Casino and constitute the only authorized and permitted representation of the Low Limits Casino website. The Partner may only use a Low Limits Casino creative unit that has been uploaded to the Partner's own server. Low Limits Casino reserve the right to deny commissions if the Partner directly links to the creative units on the Low Limits Casino website.
4. The Partner will not knowingly benefit from known or suspected traffic not generated in good faith whether or not it actually causes Low Limits Casino damage. Low Limits Casino reserves the right to retain all amounts due to the Partner under this Agreement if there is reasonable cause to believe that such traffic has been caused with the knowledge of the Partner. Even if the Partner has not knowingly generated such traffic, Low Limits Casino reserves the right to withhold referral fees with respect to such traffic.
5. The Partner will be solely responsible for the development, operation, and maintenance of their website and for all materials that appear on their website. For example, the Partner will be solely responsible for ensuring that materials posted on their website are not libelous or otherwise illegal. Low Limits Casino disclaims all liability for these matters. Further, the Partner will indemnify and hold Low Limits Casino harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of their website.
6. Low Limits Casino hereby grants to the Partner a non-exclusive, non-transferable license, during the term of this Agreement, to use the Low Limits Casino intellectual-property marks (licensed, in turn by us, from their owner) solely in connection with the display of the creative units on the Partner's website. This license cannot be sub-licensed, assigned or otherwise transferred by the Partner. The Partner's right to use the marks is limited to and arises only out of this license to use the creative units. The Partner shall not assert the invalidity, unenforceability, or contest the ownership of the marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice Low Limits Casino or Low Limits Casino 's licensor's rights in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.
7. The Partner acknowledges that it may have access to, and become acquainted with, information that is confidential and proprietary. This includes any and all information (however and in whatever format supplied) concerning the business of Low Limits Casino including its past, present or future products, services, software, research, development, inventions, processes, techniques, designs and other technical information, data, marketing plans and/or financial information and any information relating to any third party which Low Limits Casino is obliged to keep confidential. The Partner specifically agrees that during the term of this Agreement and thereafter it will keep confidential, and will not use for any purpose other than the performance of this Agreement, and will not without the prior consent of Low Limits Casino disclose, directly or indirectly, to any third party, any confidential Information.
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3. Compensation

The Partner will earn commissions based upon the Net Win of all qualified players. Net Win is defined as Deposits - Cash Outs - Charge Backs. Low Limits Casino pays 50% commission on the Net Win generated by the Partner.

A "Qualified Player" means a player who deposits at least US$50 and then wagers their initial deposit amount. Low Limits Casino retains the right to change the commission schedule and definition of a Qualified Player from time to time.

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4. Account Handling
1. Low Limits Casino will pay the Partner commissions on a monthly basis, by the seventh (7th) of each month for any amounts earned by the Partner in the previous month. All payments will be due and paid in United States Dollars. If the amount of commission for one month payable to the Partner is less than US$200, the amount shall be carried forward until the accumulated commission due to the Partner is equal to or more than US$200. Commissions will be based upon good faith calculation and statistics of Low Limits Casino.
2. Low Limits Casino shall have the right to withhold permanently and/or recover (as the case may be) any and all commission payments to the Partner if those payments result or have resulted from a breach of these terms by the Partner.
3. Low Limits Casino shall have the right to recover or permanently withhold (as the case may be) any and all payments of commission made in error or as a result of fraudulent activities on the part of the Partner or the relevant referred player. Low Limits Casino will not pay any commission (and shall be entitled to recover any commission in fact paid) in relation to wagers placed by prohibited users.
4. The Partner is responsible for declaring and paying all taxes due under any applicable law on payments made to it by Low Limits Casino under this Agreement and any other income derived from participation in the Low Limits Casino Partner Program.
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5. Duration and Termination
1. The term of this Agreement shall start on the date when the Partner creates an unique link to the Low Limits Casino website and will be continuous unless and until either party notifies the other in writing that it wishes to terminate the Agreement, in which case this Agreement may be terminated immediately. Termination is at will, for any reason, by either party. For purposes of notification of termination, delivery via email is considered a written and immediate form of notification.
2. Upon the termination of this Agreement for any reason, the Partner shall immediately remove all Low Limits Casino creative units, name, logos and any links from the Partner's website to the Low Limits Casino website. All rights and licenses shall terminate upon the termination of this Agreement. If the Partner has failed to fulfill their obligations and responsibilities, Low Limits Casino will not pay the Partner the commission fees otherwise owing to them on termination.
3. We may terminate this Agreement if we determine (in our sole discretion) that your website is unsuitable. Unsuitable sites include those that: are aimed at children, display child pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, violate intellectual property rights.
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6. Representations, Warranties, and Indemnity
1. The Partner shall defend, indemnify, and hold Low Limits Casino and its software provider, Parlay Entertainment, their directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with (a) any breach by the Partner of any warranty, representation, or agreement contained in this Agreement, (b) the performance of the Partner's duties and obligations under this Agreement, (c) the Partner's negligence or (d) any injury caused directly or indirectly by the Partner's negligent or intentional acts or omissions, or the unauthorized use of Low Limits Casino creative units and links or this Partner Program.
2. Low Limits Casino makes no express or implied warranties or representations with respect to the Partner Program or commission payment arrangements (including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Low Limits Casino makes no representation that the operation of the Low Limits Casino website will be uninterrupted or error-free and will not be liable for the consequences of any interruptions or errors.
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7. Limitation of Liability

Low Limits Casino will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Partner Program, even if Low Limits Casino has been advised of the possibility of such damages. Further, Low Limits Casino 's aggregate liability arising with respect to this Agreement and the Partner Program will not exceed the total commissions paid or payable to the Partner under this Agreement. Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement. Low Limits Casino 's obligations under this Agreement do not constitute personal obligations of our or Parley Entertainment's directors, officers or shareholders. Any liability arising under this Agreement shall be satisfied solely from the commissions generated and is limited to direct damages.

8. General
1. This Agreement shall be governed by and construed in accordance with the laws and regulations of the Republic of Panama and the Partner submits to the jurisdiction of the Courts of the Republic of Panama.
2. The failure by either party to enforce (or delay in enforcing) at any time for any period any of the terms of this Agreement shall not be a waiver of such term or of such party's right at any time subsequently to enforce all the terms of this Agreement.
3. Low Limits Casino 's rights and remedies hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. The Partner acknowledges, confirms, and agrees that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, the respective rights and obligations of the parties may be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of Low Limits Casino 's rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that Low Limits Casino 's respective rights and obligations shall be enforceable in equity as well as at law or otherwise.
4. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
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